<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 9, 1996.
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
AMRE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 75-2041737
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
8585 N. STEMMONS FREEWAY
SOUTH TOWER
DALLAS, TX 75247
(214) 658-6300
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN H. KARNES, JR.
VICE PRESIDENT AND GENERAL COUNSEL
8585 N. STEMMONS FREEWAY
SOUTH TOWER
DALLAS, TX 75247
(214) 658-6300
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------------
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement, subject to
certain restrictions contained in agreements between certain of the selling
stockholders named herein and AMRE, Inc.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.[x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.[ ]_________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ]_________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box:[ ]
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to Offering Price Per Aggregate Amount of
Securities to be Registered be Registered Share Offering Price(1) Registration Fee
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01 3,468,641 shares $20 7/8(1) $72,407,881 $24,969
per share
=========================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee, based on the average of the high and
low sale prices of the Common Stock, as reported on the NYSE, on July 1,
1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following sets forth the estimated expenses and costs in connection
with the issuance and distribution of the shares of Common Stock being
registered hereby. Expenses will be borne by AMRE.
<TABLE>
<S> <C>
SEC registration fees . . . . . . . . . . . . . . . $ 24,969
NYSE listing fees . . . . . . . . . . . . . . . . . $ 2,625
Printing and engraving fees . . . . . . . . . . . . $ 5,000
Legal fees and expenses . . . . . . . . . . . . . . $ 40,000
Accounting fees and expenses . . . . . . . . . . . . $ 30,000
Miscellaneous . . . . . . . . . . . . . . . . . . . $ 7,406
--------
Total . . . . . . . . . . . . . . . . . . . $ 110,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding by
reason of the fact that he is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise.
Section 145 also allows a corporation to purchase and maintain insurance on
behalf of any such person.
Article 9 of AMRE's Certificate of Incorporation and Article 11 of AMRE's
Bylaws, which provide for indemnification of directors and officers and for the
authority to purchase insurance with respect to indemnification of directors
and officers, are incorporated herein by reference.
Article 11 of AMRE's Bylaws provides that AMRE shall indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of AMRE) by
reason of the fact that he is or was or has agreed to become a director,
officer, employee or agent of AMRE, or is or was serving or has agreed to serve
at the request of AMRE as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or by
reason of any action alleged to have been taken or omitted in such capacity,
against costs, charges, expenses (including attorneys' fees), judgments, fines,
and amounts paid in settlement actually and reasonably incurred by him or on
his behalf in connection with such action, suit or proceeding to the fullest
extent permitted by Delaware law.
The right to indemnification under Article 11 of AMRE's Bylaws is a
contract right which includes, with respect to directors, officers, employees
and agents, the right to be paid by AMRE of the costs, charges and expenses
incurred in defending a civil or criminal action, suit or proceeding in advance
of its disposition; provided, however, that the payment of such costs, charges
and expenses incurred by a director or officer in his capacity as a director
and officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer) in advance of the final disposition
of such action, suit or proceeding shall be made only upon delivery to AMRE of
an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under Article 11 of AMRE's Bylaws or
otherwise.
The Delaware Act was amended in 1986 to provide that Delaware corporations
may amend their certificates of incorporation to relieve directors of monetary
liability for breach of their fiduciary duty, except under certain
circumstances, including breach of the director's duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct and a knowing
violation of law or any transaction from which the director derived improper
personal benefit. Article 9 of AMRE's Certificate of Incorporation provides
that, to the fullest extent permitted by
II-1
<PAGE> 3
the Delaware Act, AMRE's directors shall not be liable to AMRE or its
stockholders for monetary damages for breach of their fiduciary duties as a
director.
Finally, individual agreements containing indemnification provisions have
been entered into between AMRE and each director of AMRE which contractually
obligate AMRE to provide to the directors (i) indemnification, (ii) insurance
and (iii) additional indemnification. These agreements are for an unspecified
period of time and are intended to indemnify and hold harmless each director to
the fullest extent permitted or authorized by applicable law and AMRE's Bylaws.
ITEM 16. EXHIBITS.
2.1 - Agreement and Plan of Merger dated as of October 31, 1995 among AMRE,
Facelifters Home Systems, Inc., a New York corporation, Facelifters
and Merger Sub (incorporated by reference to Exhibit 7.1 to AMRE's
Current Report on Form 8-K dated October 31, 1995).
2.2 - Amendment No. 1 dated December 12, 1995 to Agreement and Plan of
Merger dated as of October 31, 1995 among AMRE, Facelifters Home
Systems, Inc., a New York corporation, Facelifters and Merger Sub
(incorporated by reference to Exhibit 2.3 to AMRE's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995).
2.3 - Amendment No. 2 dated February 12, 1996 to Agreement and Plan of
Merger dated as of October 31, 1995 among AMRE, Facelifters Home
Systems, Inc., a New York Corporation, Facelifters and Merger Sub, as
amended (incorporated by reference to Exhibit 2.3 of AMRE's
Registration Statement on Form S-4, Registration No. 333- 01755).
2.4* - Amendment No. 3 dated February 12, 1996 to Agreement and Plan of
Merger dated as of October 31, 1995 among AMRE, Facelifters Home
Systems, Inc., a New York corporation, Facelifters and Merger Sub, as
amended.
2.5 - Agreement and Plan of Merger, dated as of December 30, 1995, among
AMRE, Congressional Merger Sub and Congressional (incorporated by
reference to Exhibit 2.1 to AMRE's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995).
2.6 - Amendment No. 1 dated April 17, 1996 to Agreement and Plan of Merger
dated as of December 30, 1995, among AMRE, Congressional Merger Sub
and Congressional (incorporated by reference to Exhibit 2.2 to AMRE's
Registration Statement on Form S-4, Registration No. 333-02627).
4.1 - Rights Agreement, dated as of November 13, 1992, by and between AMRE
and The Bank of New York, as successor Rights Agent to The Frost
National Bank of San Antonio (incorporated by reference to Exhibit 1
to AMRE's Registration Statement on Form 8-A, dated November 19,
1992).
5* - Opinion regarding legality.
23.1 - Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.(included in the
Exhibit 5 opinion filed herewith).
23.2* - Consent of Arthur Andersen LLP.
23.3* - Consent of Grant Thornton LLP.
23.4* - Consent of Deloitte & Touche LLP.
24 - Power of Attorney (see the signature pages to this Form S-3
Registration Statement).
27** - Financial Data Schedule
_________________
* Previously Filed.
** Filed herewith.
II-2
<PAGE> 4
Item 17. Undertakings
The undersigned registrant hereby undertakes that:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;"
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) For the purpose of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(5) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and this offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(6) For purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to section 13(a) or
section 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement relating
to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(7) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement on Form S-3 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dallas, State of
Texas, on July 9, 1996.
AMRE, INC.
By: /s/ JOHN H. KARNES, JR.
---------------------------------------
John H. Karnes, Jr.
Vice President and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ JOHN D. SNODGRASS* Chairman of the Board July 9, 1996
- ---------------------------- and Director
John D. Snodgrass
/s/ ROBERT M. SWARTZ* Chief Executive Officer July 9, 1996
- ---------------------------- and Director
Robert M. Swartz
/s/ RONALD L. BLIWAS* Director July 9, 1996
- ----------------------------
Ronald L. Bliwas
Director
- ----------------------------
Dennis S. Bookshester
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ARTHUR P. FRIGO* Director
- ----------------------------
Arthur P. Frigo
/s/ MURRAY GROSS* Director July 9, 1996
- ----------------------------
Murray Gross
/s/ STEPHEN P. HOLMES* Director July 9, 1996
- ----------------------------
Stephen P. Holmes
/s/ JACK L. MCDONALD* Director July 9, 1996
- ----------------------------
Jack L. McDonald
Director
- ----------------------------
Robert W. Pittman
Director
- ----------------------------
Sheldon I. Stein
/s/ JOHN S. VANDECKO* Principal Financial and July 9, 1996
- ---------------------------- Accounting Officer
John S. Vandecko
*/s/ JOHN H. KARNES, JR. July 9, 1996
- ----------------------------
John H. Karnes, Jr.
</TABLE>
II-5
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
2.1 - Agreement and Plan of Merger dated as of October 31, 1995 among AMRE,
Facelifters Home Systems, Inc., a New York corporation, Facelifters
and Merger Sub (incorporated by reference to Exhibit 7.1 to AMRE's
Current Report on Form 8-K dated October 31, 1995).
2.2 - Amendment No. 1 dated December 12, 1995 to Agreement and Plan of
Merger dated as of October 31, 1995 among AMRE, Facelifters Home
Systems, Inc., a New York corporation, Facelifters and Merger Sub
(incorporated by reference to Exhibit 2.3 to AMRE's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995).
2.3 - Amendment No. 2 dated February 12, 1996 to Agreement and Plan of
Merger dated as of October 31, 1995 among AMRE, Facelifters Home
Systems, Inc., a New York Corporation, Facelifters and Merger Sub, as
amended (incorporated by reference to Exhibit 2.3 of AMRE's
Registration Statement on Form S-4, Registration No. 333- 01755).
2.4* - Amendment No. 3 dated February 12, 1996 to Agreement and Plan of
Merger dated as of October 31, 1995 among AMRE, Facelifters Home
Systems, Inc., a New York corporation, Facelifters and Merger Sub, as
amended.
2.5 - Agreement and Plan of Merger, dated as of December 30, 1995, among
AMRE, Congressional Merger Sub and Congressional (incorporated by
reference to Exhibit 2.1 to AMRE's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995).
2.6 - Amendment No. 1 dated April 17, 1996 to Agreement and Plan of Merger
dated as of December 30, 1995, among AMRE, Congressional Merger Sub
and Congressional (incorporated by reference to Exhibit 2.2 to AMRE's
Registration Statement on Form S-4, Registration No. 333-02627).
4.1 - Rights Agreement, dated as of November 13, 1992, by and between AMRE
and The Bank of New York, as successor Rights Agent to The Frost
National Bank of San Antonio (incorporated by reference to Exhibit 1
to AMRE's Registration Statement on Form 8-A, dated November 19,
1992).
5* - Opinion regarding legality.
23.1 - Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.(included in the
Exhibit 5 opinion filed herewith).
23.2* - Consent of Arthur Andersen LLP.
23.3* - Consent of Grant Thornton LLP.
23.4* - Consent of Deloitte & Touche LLP.
24 - Power of Attorney (see the signature pages to this Form S-3
Registration Statement).
27** - Financial Data Schedule
</TABLE>
_________________
* Previously Filed.
** Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 12-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995 DEC-31-1996
<PERIOD-END> APR-02-1995 DEC-31-1995 MAR-31-1996
<CASH> 9,399 13,177 8,208
<SECURITIES> 13,496 9,523 4,370
<RECEIVABLES> 13,796 9,697 9,301
<ALLOWANCES> 966 891 931
<INVENTORY> 7,694 7,370 6,323
<CURRENT-ASSETS> 55,141 47,759 33,568
<PP&E> 24,418 25,784 25,340
<DEPRECIATION> 15,117 16,493 16,085
<TOTAL-ASSETS> 81,280 68,786 53,667
<CURRENT-LIABILITIES> 45,842 47,251 47,627
<BONDS> 6,650 6,120 5,997
<COMMON> 184 189 192
0 3,000 3,060
0 0 0
<OTHER-SE> 28,603 12,226 (3,209)
<TOTAL-LIABILITY-AND-EQUITY> 81,280 68,786 53,667
<SALES> 74,831 339,907 58,601
<TOTAL-REVENUES> 74,831 339,907 58,601
<CGS> 26,067 115,311 21,385
<TOTAL-COSTS> 26,067 115,311 21,385
<OTHER-EXPENSES> 0 0 0
<LOSS-PROVISION> (61) 814 314
<INTEREST-EXPENSE> 166 673 205
<INCOME-PRETAX> (6,952) (25,361) (18,942)
<INCOME-TAX> (2,437) (1,499) 0
<INCOME-CONTINUING> (4,515) (23,862) (18,942)
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> (4,515) (23,862) (18,942)
<EPS-PRIMARY> (0.26) (1.39) (1.05)
<EPS-DILUTED> (0.26) (1.39) (1.05)
</TABLE>
